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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Dated March 25, 2003
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 25, 2003
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Commission File Number 001-15244
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CREDIT SUISSE GROUP
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(Translation of registrant's name into English)
Paradeplatz 8, P.O. Box 1, CH-8070 Zurich, Switzerland
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F
Form 20-F /X/ Form 40-F / /
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Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
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Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
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Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the rules of
the home country exchange on which the registrant's securities are traded, as
long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrant's security holders, and,
if discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes / / No /X/
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
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[CREDIT SUISSE GROUP LETTERHEAD]
PRESS RELEASE
CREDIT SUISSE GROUP ANNOUNCES MOTIONS
PROPOSED TO ITS ANNUAL GENERAL MEETING
OF SHAREHOLDERS ON APRIL 25, 2003
AND THE PUBLICATION OF ITS ANNUAL REPORT
ZURICH, MARCH 25, 2003 - THE BOARD OF DIRECTORS OF CREDIT SUISSE GROUP TODAY
ANNOUNCED SEVERAL PROPOSALS TO ITS ANNUAL GENERAL MEETING OF SHAREHOLDERS ON
APRIL 25, 2003. THE BOARD PROPOSES TO THE SHAREHOLDERS THAT A DIVIDEND OF CHF
0.10 PER SHARE BE DISTRIBUTED. IN ADDITION TO OTHER AGENDA ITEMS, IT PROPOSES
THAT HANS-ULRICH DOERIG, CURRENTLY VICE-CHAIRMAN OF THE GROUP EXECUTIVE BOARD,
BE NEWLY ELECTED TO THE BOARD OF DIRECTORS. CREDIT SUISSE GROUP'S ANNUAL REPORT
FOR 2002 WILL BE PUBLISHED ON MARCH 27, 2003.
The Board of Directors of Credit Suisse Group proposes to the Annual General
Meeting of Shareholders on April 25, 2003, that Walter B. Kielholz, Chairman of
the Board of Directors since January 1, 2003, be re-elected for a term of three
years. The Board also proposes that Hans-Ulrich Doerig, currently Vice-Chairman
of the Group Executive Board, be newly elected to the Board of Directors.
Hans-Ulrich Doerig joined Credit Suisse Group in 1973, after five years at J.P.
Morgan in New York. He has held various senior management positions at Group
level and at Credit Suisse First Boston, as well as at the former Credit Suisse
(SKA), where he was a Member of the Executive Board from 1982. In 1998, he was
appointed Vice-Chairman of the Group Executive Board and Chief Risk Officer.
Hans-Ulrich Doerig is also actively involved in a number of academic and
cultural
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organizations. Subject to his election by the shareholders, Hans-Ulrich
Doerig will step down from the Executive Board and will assume the role of
Chairman of the Board of Directors' Risk Committee, which is to be newly
created.
In addition, Credit Suisse Group announced that, after six years on the Board,
Daniel Vasella has decided to step down as of the Annual General Meeting 2003.
The Board of Directors wishes to thank Daniel Vasella for his considerable
contribution to the company.
DIVIDEND AND OTHER PROPOSALS
The Board of Directors proposes to the Annual General Meeting that a dividend of
CHF 0.10 per share be distributed. Subject to approval by the shareholders, the
dividend will be paid on May 2, 2003. Further proposals by the Board of
Directors relate to the adjustment of conditional capital for convertible bonds
and bonds with warrants, as well as the adjustment of authorized capital. No
proposals from shareholders in accordance with Article 7 section 4 of the
Articles of Association have been received.
PUBLICATION OF THE ANNUAL REPORT
Credit Suisse Group was actively involved in the definition of the Swiss Code of
Best Practice and the corporate governance guidelines of the SWX Swiss Exchange.
The Group's 2002 Annual Report, which will be published on March 27, has for the
first time been drawn up on the basis of these guidelines. The Report will also
include the most important information required by the US Securities and
Exchange Commission and the New York Stock Exchange in order to achieve the
greatest level of transparency possible.
FURTHER INFORMATION
The following documents are available at: WWW.CREDIT-SUISSE.COM
o Invitation to the Annual General Meeting of Shareholders (now available)
o 2002 Annual Report (available from March 27, 2003, from approx. 17:30)
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ENQUIRIES
Credit Suisse Group, Media Relations Telephone +41 1 333 8844
Credit Suisse Group, Investor Relations Telephone +41 1 333 4570
CREDIT SUISSE GROUP
Credit Suisse Group is a leading global financial services company headquartered
in Zurich. The business unit Credit Suisse Financial Services provides private
clients and small and medium-sized companies with private banking and financial
advisory services, banking products, and pension and insurance solutions from
Winterthur. The business unit Credit Suisse First Boston, an investment bank,
serves global institutional, corporate, government and individual clients in its
role as a financial intermediary. Credit Suisse Group's registered shares (CSGN)
are listed in Switzerland and Frankfurt, and in the form of American Depositary
Shares (CSR) in New York. The Group employs around 78,000 staff worldwide. As of
December 31, 2002, it reported assets under management of CHF 1,195.3 billion.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This press release contains statements that constitute forward-looking
statements. In addition, in the future we, and others on our behalf, may make
statements that constitute forward-looking statements. Such forward-looking
statements may include, without limitation, statements relating to our plans,
objectives or goals; our future economic performance or prospects; the potential
effect on our future performance of certain contingencies; and assumptions
underlying any such statements. Words such as "believes," "anticipates,"
"expects," "intends" and "plans" and similar expressions are intended to
identify forward-looking statements but are not the exclusive means of
identifying such statements. We do not intend to update these forward-looking
statements except as may be required by applicable laws. By their very nature,
forward-looking statements involve inherent risks and uncertainties, both
general and specific, and risks exist that predictions, forecasts, projections
and other outcomes described or implied in forward-looking statements will not
be achieved. We caution you that a number of important factors could cause
results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements. These factors
include (i) market and interest rate fluctuations; (ii) the strength of the
global economy in general and the strength of the economies of the countries in
which we conduct our operations in particular; (iii) the ability of
counterparties to meet their obligations to us; (iv) the effects of, and changes
in, fiscal, monetary, trade and tax policies, and currency fluctuations; (v)
political and social developments, including war, civil unrest or terrorist
activity; (vi) the possibility of foreign exchange controls, expropriation,
nationalization or confiscation of assets in countries in which we conduct our
operations; (vii) the ability to maintain sufficient liquidity and access
capital markets; (viii) operational factors such as systems failure, human
error, or the failure to properly implement procedures; (ix) actions taken by
regulators with respect to our business and practices in one or more of the
countries in which we conduct our operations; (x) the effects of changes in
laws, regulations or accounting policies or practices; (xi) competition in
geographic and business areas in which we conduct our operations; (xii) the
ability to retain and recruit qualified personnel; (xiii) the ability to
maintain our reputation and promote our brands; (xiv) the ability to increase
market share and control expenses; (xv) technological changes; (xvi) the timely
development and acceptance of our new products and services and the perceived
overall value of these products and services by users; (xvii) acquisitions,
including the ability to integrate successfully acquired businesses; (xviii) the
adverse resolution of litigation and other contingencies; and (xix) our success
at managing the risks involved in
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the foregoing. We caution you that the foregoing list of important factors is
not exclusive; when evaluating forward-looking statements, you should carefully
consider the foregoing factors and other uncertainties and events, as well as
the risks identified in our most recently filed Form 20-F and reports on Form
6-K furnished to the US Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CREDIT SUISSE GROUP
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(Registrant)
Date March 25, 2003 By: /s/ David Frick
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(Signature)*
Member of the Executive Board
*Print the name and title of the signing
officer under his signature. /s/ Karin Rhomberg Hug
Managing Director
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